Azul (OTC: AZULQ) lines up US$300M plus warrants in restructuring
Rhea-AI Filing Summary
Azul S.A., which is in Chapter 11 proceedings, has secured significant new equity commitments from strategic partners and creditors to support its court-approved reorganization plan. American Airlines and United Airlines have each committed US$100 million, for a total of US$200 million in new capital tied to Azul’s emergence from Chapter 11.
United’s investment will be made in the public equity offering expected to settle on February 20, 2026, while American’s will come through subscription of warrants, subject to conditions including approval by Brazilian antitrust authority CADE. Certain existing creditors agreed to an additional US$100 million equity investment via the same offering, and separate warrant agreements with United and these creditors could add up to approximately US$15 million and US$10 million more, respectively. The company notes that total potential dilution will remain within limits disclosed in the equity offering documents and may be significant for shareholders who do not exercise their rights.
Positive
- Substantial new equity backing: American Airlines, United Airlines and existing creditors have committed a combined US$300 million of core equity investments to support Azul’s Chapter 11 reorganization plan and post-emergence operations.
- Additional upside capital via warrants: Standalone warrant agreements with United and certain creditors could add up to approximately US$25 million of further investment if fully exercised, providing extra capitalization flexibility within disclosed dilution limits.
Negative
- Potentially significant shareholder dilution: The company states total potential dilution from these investments will remain within previously disclosed limits but may be significant for existing shareholders who choose not to exercise their priority or preemptive rights.
Insights
Azul locks in US$300M core equity backing for its Chapter 11 exit.
Azul has obtained firm equity commitments totaling US$300 million from American Airlines, United Airlines and certain existing creditors, all linked to its Chapter 11 reorganization plan approved by the U.S. court. This capital is designed to support capitalization and post-emergence operations.
United’s US$100 million is tied to the equity offering expected to settle on February 20, 2026, while American’s US$100 million uses warrants, subject to conditions including CADE’s antitrust approval. Creditors are providing another US$100 million via the same offering, and additional warrant agreements could add up to US$15 million from United and US$10 million from creditors.
The filing highlights that overall dilution from these structures will remain within limits disclosed in the equity offering documents and may be significant for shareholders who do not use their priority or preemptive rights. The actual impact will depend on warrant exercises, completion of the equity offering and satisfaction of conditions such as the Plan effective date and required regulatory approvals.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2026
Commission File Number: 001-38049
Azul S.A.
(Name of Registrant)
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.
+55 (11) 4831 2880
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
 |
Material Fact February | 2026 |
Azul Enters Into Investment Agreements with Strategic Investors and Existing Creditors
São Paulo, February 18, 2026 – Azul S.A. (“Azul” or “Company”) (B3: AZUL53; OTC: AZULQ) hereby informs that, in the context of its Chapter 11 proceedings, it has entered into amendments to the equity investment agreements (“EIAs”) with American Airlines, Inc. (“American”) and United Airlines, Inc. (“United”), which had been previously disclosed to the market. Pursuant to the respective EIAs and the terms and conditions thereof, American and United have each individually committed to make equity investments that will support the Company’s capitalization upon emergence from Chapter 11 and that are incorporated into Azul’s reorganization plan approved by the United States Bankruptcy Court for the Southern District of New York (the “Plan”). Subject to the terms of the applicable EIA and the conditions precedent thereunder, each investor has separately committed to contribute US$100 million, totaling US$200 million in new capital, strengthening Azul’s capital structure and supporting the implementation of the Plan and operations of the Company post emergence.
Pursuant to the EIAs, as amended, the investment (i) by United will be made in the context of the public equity offering disclosed to the market on February 3, 2026 and which is expected to settle on February 20, 2026 (“ERO”); and (ii) by American is expected to be made through the subscription of warrants, pursuant to the terms and conditions contained in a warrant subscription agreement also entered into on this date (“Warrant Subscription Agreement”). The exercise of the warrants in full by American under the Warrant Subscription Agreement, including the receipt of all underlying shares and economic or political rights tied thereto, is subject to certain conditions precedent as set forth therein, including prior approval by the Brazilian antitrust authorities – CADE.
In addition, the Company informs that it has entered into an Additional Investment Agreement with certain of its existing creditors (the “Additional Investment Parties”), which provides for incremental equity investments in the Company by such Additional Investment Parties in the amount of US$100 million, such investment to be carried out in the context of the ERO.
In preparation for its emergence from the Chapter 11 proceedings, the Company has also entered into standalone warrant subscription agreements with United and with the Additional Investment Parties, providing for the issuance of warrants which, if exercised, would increase the aggregate investments of both United and the Additional Investment Parties by up to approximately US$15 million for United and US$10 million for the Additional Investment Parties (collectively, “Additional Warrant Agreements”). Such warrants shall not entail any additional governance or political rights to their holders other than those deriving from the Brazilian Corporation Law.
The consummation of the additional investments contemplated in the Additional Warrant Agreements is also subject to the satisfaction of certain conditions precedent typical for this type of investment, as applicable, including, but not limited to: (i) the opening and closing of the period for the exercise of preemptive rights by the Company’s existing shareholders in connection with the issuance of the respective warrants; (ii) the occurrence of the Plan effective date; (iii) the completion of the ERO; and (iv) the receipt of any regulatory approvals, as applicable.
The total potential dilution resulting from all of the foregoing arrangements shall not exceed the limits already disclosed to the market through the applicable ERO documentation and, as previously disclosed by the Company, may result in significant dilution to the Company´s existing shareholders that have elected not to exercise their respective priority or preemptive rights.
Azul will keep its shareholders, customers, crew members and the market informed of all material developments relating to the restructuring process, in full compliance with applicable laws and regulations. Stakeholders seeking specific information regarding Azul’s Chapter 11 process may visit the dedicated website www.azulmaisforte.com.br. For information on the case and for the submission of claims, please visit https://cases.stretto.com/Azul or call (833) 888-8055 (toll free in the U.S.) or +1 (949) 556-3896 (international).
About Azul
Azul S.A. (B3: AZUL53, OTC: AZULQ) is the largest airline in Brazil in terms of number of cities served, operating approximately 800 daily flights to more than 137 destinations. With an operating passenger fleet of around 170 aircraft and more than 15,000 crewmembers, the Company operates more than 400 nonstop routes. Azul was named by Cirium (a leading aviation analytics company) as one of the two most punctual airlines in the world in 2023. In 2020, the Company was awarded the world’s best airline by the TripAdvisor Travelers’ Choice Awards, being the only Brazilian airline to receive this recognition. For more information, visit ri.voeazul.com.br.
Contact Information
Investor Relations Tel: +55 11 4831 2880 invest@voeazul.com.br |
Press Relations Tel: +55 11 98196-1035 imprensa@voeazul.com.br |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 18, 2026
Azul S.A.
By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer